Common use of Yield Protection Clause in Contracts

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansCommitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansCommitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuer, any other Lender or any applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects the Issuer, any other Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Issuer in respect of Letters of Credit or to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Eurodollar Loans or its participations in Letters of Credit or participations thereinCredit, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any other Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to the Issuer, any other Lender or any applicable Lending Installation of issuing or the Issuing Bank participating in Letters of Credit or making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, Eurodollar Loans or reduces any amount receivable by the Issuer, any other Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinits Eurodollar Loans, or requires the Issuer, any other Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansLetters of Credit issued by it, Facility the amount of its participations in Letters of Credit or participations therein the amount of Eurodollar Loans held or interest or LC Fees received by it, in each case by an amount deemed material by the Issuer or such Lender or the Issuing Bank as the case may beother Lender, and the result of any of the foregoing would be is to increase the cost to the Issuer, such other Lender or such applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or making or maintaining its Eurodollar Loans or Commitment or to reduce the return received by the Issuer, such other Lender or such applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility issuing or participating in Letters of Credit or participations thereinits Eurodollar Loans or Commitment, then, within 15 days after of demand by the Issuer or such Lender or the Issuing Bank, as the case may beother Lender, the applicable Borrower (or, if any of the foregoing is not attributable or allocable to a particular Borrower, PHI) shall pay the Issuer or such other Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Issuer or such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer in connection with its LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations thereinCredit, or requires any Lender or Lender, any applicable Lending Installation or the Issuing Bank Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, Issuer of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, Issuer in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit or participations thereinCommitment, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beIssuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer in connection with its LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations thereinCredit, or requires any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, such Issuer of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, such Issuer in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit or participations thereinCommitment, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may besuch Issuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, such Issuer for such increased cost or reduction in amount received.

Yield Protection. IfIf the adoption, on or after the date of this AgreementAgreement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change change, on or after the Agreement Date, in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force which term, for purposes of lawthis Article III, shall be deemed to include each Issuer in such capacity) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, loans (or letters of issuing credit or participating in Facility Letters of Credit, participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters loans (or letters of Credit credit or participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters loans (or letters of Credit credit or participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansCommitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansCommitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change which occurs after the date of this Agreement in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency imposed after the date of this Agreement: (ai) subjects any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any applicable Lending Installation or the Issuing Bank to any TaxesEurodollar Loan made by it, or changes change the basis of taxation of payments to such Lender in respect thereof (other than with respect to Excluded Taxes) to any Lender except for Indemnified Taxes or Other Taxes covered by Section 3.5 and the imposition of, or any applicable Lending Installation or change in the Issuing Bank in respect of its LIBOR Loansrate of, Facility Letters of Credit or participations thereinany Excluded Tax), or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer in connection with its LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations thereinCredit, or requires any Lender or Lender, any applicable Lending Installation or the Issuing Bank any Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Eurodollar Loans or Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, such Issuer of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender or Lender, the applicable Lending Installation or the Issuing Bank, as the case may be, such Issuer in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit or participations thereinCommitment, then, within 15 days after fifteen (15) Business Days of written demand by such Lender or the Issuing Bank, as the case may besuch Issuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, such Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to SECTION 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) adopted after the date of this Agreement or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(e)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (b) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, or (c) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansRevolving Loan Commitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or therewith (any of the Issuing Bank with any request or directive (whether or not having the force of law) of any such authorityforegoing, central bank or comparable agency:a “Change in Law”), (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding Excluded Taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR LoansLoans or other amounts due it hereunder; provided, Facility Letters of Credit or participations thereinthat this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable with respect to LIBOR Advances)its Fixed Rate Loans, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the Issuing Bankpursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account reflected in determining the interest rate applicable to LIBOR Eurocurrency Advances), or, (cii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender (in each case, other than with respect to any taxes and other than with respect to any cost reflected in the interest rate applicable to Eurocurrency Advances), or (iii) subjects any Person to any taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and all liabilities (including interest, additions to tax and penalties) with respect to the Issuing Bank as the case may beforegoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than Excluded Taxes and without duplication of any Taxes and Other Taxes indemnified by Section 3.5), and the result of any of the foregoing would be is to increase the cost to such Lender Person or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender Person or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Loans or Commitment, Facility Letters of Credit or participations therein, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may bePerson, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Person such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Person for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementAmendment and Restatement Effective Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation Office) or the Issuing Bank L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation Office) or the Issuing Bank L/C Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxesits Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any Lender or any applicable Lending Installation or of the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, foregoing; or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any applicable Lender (or its Lending Installation Office) or L/C Issuer or on the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining affecting its LIBOR Term Benchmark Loans, or of issuing or participating in Facility Letters its Revolving Notes, its Letter(s) of Credit, or reduces its participation in any amount receivable by thereof, any Lender Reimbursement Obligation owed to it, or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR obligation to make Term Benchmark Loans, Facility Letters or to issue a Letter of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, participate therein; and the result of any of the foregoing would be is to increase the cost to such Lender (or applicable its Lending Installation Office) or the Issuing Bank, as the case may be, L/C Issuer of making or maintaining its LIBOR Loans or Commitment or of any Term Benchmark Loan, issuing or maintaining a Letter of Credit, or participating in Facility Letters of Credit therein, or to reduce the return amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinL/C Issuer to be material, then, within 15 30 days after written demand by such Lender or L/C Issuer (with a copy to the Issuing Bank, as the case may beAdministrative Agent), the Borrower Borrowers shall be obligated to pay to such Lender or the Issuing Bank, as the case may be, L/C Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, L/C Issuer for such increased cost or reduction reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Amendment and Restatement Effective Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrowers under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrowers (i) if such Lender or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankIssuer, as the case may be, of making or maintaining its LIBOR Loans Eurodollar Loans, Commitment or Commitment Swing Line Commitment, or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankIssuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 3 days after of demand by such Lender or the Issuing BankIssuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankIssuer, as the case may be, for such increased cost or reduction in amount received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation. (b) Borrower may, if obligated to make a payment under this Section 3.1, require the Lender(s) collecting such payment to (i) change its Lending Installation to a different location so as to minimize such payment obligation or (ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any TaxesTaxes (including UK Tax), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurocurrency Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Loans Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility Letters of Credit LCs, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurocurrency Loans, Commitment, Commitment or Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or therewith (any of the Issuing Bank with any request or directive (whether or not having the force of law) of any such authorityforegoing, central bank or comparable agency:a “Change in Law”), (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding Excluded Taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR LoansLoans or other amounts due it hereunder; provided, Facility Letters of Credit or participations thereinthat this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable with respect to LIBOR Advances)its Fixed Rate Loans, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the Issuing Bankpursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment or Syndicated Canadian Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or; (cii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may beapplicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation Installation, the LC Issuer or the Issuing Bank, as the case may be, any other Recipient of making or maintaining its LIBOR Eurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility Letters of Credit LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation Installation, the LC Issuer or the Issuing Bank, as the case may be, any other Recipient in connection with such LIBOR Loans, Commitment, Loans or Revolving Loan Commitment or Facility Letters of Credit or LCs (including participations therein), then, within 15 fifteen (15) days after demand of demand, accompanied by the written statement required by Section 3.6, by such Lender Lender, the LC Issuer or the Issuing Banksuch other Recipient, as the case may beapplicable, the Borrower shall pay such Lender Lender, the LC Issuer or the Issuing Banksuch other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Lender Lender, the LC Issuer or the Issuing Banksuch other Recipient, as the case may beapplicable, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer or the Agent to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation the LC Issuer or the Issuing Bank Agent in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding funding, converting to, continuing or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer or the Agent, as the case may be, of making making, converting to, continuing or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 fifteen days after of demand by such Lender or the Issuing BankLC Issuer or the Agent, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer or the Agent, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If, on If in the reasonable interpretation of the Agent or after the date of this Agreement, any Lender the adoption of any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) after the date hereof, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with after the interpretation or administration thereofdate hereof, or the compliance by of the Agent or any Lender or applicable Lending Installation or therewith after the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:date hereof, (a) subjects the Agent or any Lender to any tax, duty, charge, fee, deduction or any applicable Lending Installation withholding on or from payments due from the Borrower (excluding taxation of the overall net income of the Agent or the Issuing Bank to any TaxesLenders), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Agent or any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit the Financing Agreements or participations thereinother amounts due it hereunder, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Agent or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Lender, or (c) imposes or increases or renders applicable any special deposit, assessment, insurance charge, reserve or liquidity or other similar requirement (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by the Agent or any Lender, or (d) imposes any other condition the result of which is to increase the cost to the Agent or any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, advances or reduces any amount receivable by the Agent or any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinadvances, or requires the Agent or any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein advances held or interest or LC Fees received by it, by an amount deemed material by the Agent or such Lender, or (e) affects the amount of capital required or expected to be maintained by the Agent or any Lender or any corporation controlling the Agent or any Lender and the Agent or such Lender determines the amount of capital required is increased by or based upon the Issuing Bank as the case may be, and the result existence of any of the foregoing would be this Agreement or its obligation to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment make loans hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinthis type, then, within 15 fifteen (15) days after of demand by such Lender the Agent or the Issuing Bank, as the case may beany Lender, the Borrower shall pay the Agent or such Lender or the Issuing Bankthat portion of such increased expense incurred (including, as in the case may beof clause (e), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such additional law, rule, regulation, policy, guideline or directive and after taking into account the Agent's or such Lender's policies as to capital adequacy) or reduction in an amount received which the Agent or amounts as will compensate such Lender or determines is attributable to making, funding and maintaining the Issuing BankFinancing Agreements; provided, as that the case may be, Borrower shall not be liable for any portion of such increased cost expense incurred or reduction in such amount received by the Agent or any Lender unless the Agent or such Lender notifies the Borrower of such increased expense or reduction in amount received within ninety (90) days of the date the Agent or such Lender actually learns of such increased expense or reduction in amount received; provided, further, that in the event the Borrower objects to such increased expense, the Borrower may prepay the Liabilities, terminate this Agreement, and, in such event, the Borrower shall incur no prepayment penalty as described in Section 2.9.

Yield Protection. If, on or after the date of this Agreement, the adoption or phase-in of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any tax, duty, charge or withholding on or from payments due from Borrower (excluding any taxes imposed on, or based on, or determined by reference to the net income of any Lender or applicable LC Issuer or Lending Installation, including, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, therein or other amounts due it hereunder (except for Excluded Taxes) or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesRates), or (ciii) imposes any other condition or requirement the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees fees received by it, by an amount deemed material by such Lender, then, within fifteen (15) days after demand by such Lender, Borrower shall pay such Lender that portion of such increased expense incurred or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to reduction in an amount received which such Lender or applicable Lending Installation or the Issuing BankLC Issuer determines is attributable to making, as the case may be, of making or funding and maintaining its LIBOR Loans or and its Commitment or of issuing or participating in Facility Letters of Credit Credit; provided, however, that Borrower shall not be required to increase any such amounts payable to any Lender in respect of clause (i) above (1) if such Lender or LC Issuer fails to comply with the requirements of Section 2.20 hereof or (2) to the extent that such Lender or LC Issuer determines, in its sole reasonable discretion, that it can, after notice from Borrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or LC Issuer or Administrative Agent. If any Lender or LC Issuer receives a refund in respect of any amount described in clause (i), (ii) and (iii) above for which such Lender or LC Issuer has received payment from Borrower hereunder, such Lender or LC Issuer shall promptly notify Borrower of such refund and such Lender or LC Issuer shall repay the amount of such refund to Borrower, provided that Borrower, upon the request of such Lender or LC Issuer, agrees to return such refund to such Lender or LC Issuer in the event such Lender or LC Issuer is required to repay such refund. The determination as to whether any Lender or LC Issuer has received a refund shall be made by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with LC Issuer and such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower determination shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount receivedbe conclusive absent manifest error.

Yield Protection. If, on or If either (i) the adoption after the date of this Agreement, the adoption hereof of any law applicable law, rule or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change after the date hereof therein, or any change after the date hereof in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any a Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) after the date hereof of any such authority, central bank or comparable agency: (a) subjects agency shall subject any Lender or any applicable Lending Installation or the Issuing Bank to any Taxesadditional tax (including without limitation any United States interest equalization or similar tax, however named), duty or other charge with respect to any Eurodollar Loan or a Lender's obligation to compute interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, or changes shall change after the date hereof the basis of taxation of payments to a Lender of the principal of or interest on any Eurodollar Loan or any other amounts due under this Agreement in respect of any Eurodollar Loan or a Lender's obligation to compute the interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, or (ii) any governmental authority, central bank or other comparable authority shall at any time after the date hereof impose, modify or deem applicable any reserve (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance chargeEurodollar Reserve Requirement), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any a Lender, or shall impose on a Lender (or its eurodollar lending office) or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes relevant interbank eurodollar market any other condition affecting any Eurodollar Loan or a Lender's obligation to compute the result interest on the principal balance of which is to increase any Eurodollar Loan at a rate based upon the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Eurodollar Base Rate; and the result of any of the foregoing would be is to increase the cost to such a Lender or applicable Lending Installation or the Issuing Bankof maintaining any Eurodollar Loans, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return amount of any sum received or receivable by a Lender under this Agreement by an amount deemed by such Lender or applicable Lending Installation or the Issuing Bankto be material, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after then upon demand by such Lender or the Issuing BankLender, as the case may be, the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction reduction. Such Lender will promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION 2.5. A certificate of such Lender claiming compensation under this SECTION 2.5 and setting forth the additional amount or amounts to be paid to such Lender hereunder shall be conclusive in amount receivedthe absence of manifest error.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental Governmental Authority or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“Xxxx-Xxxxx”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank Recipient to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of on its LIBOR Loans, Loan principal, Facility Letters of Credit LCs, Commitments, or participations thereinother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of maintaining its Commitment or making, funding or maintaining its LIBOR LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to its Commitment or the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and (A) the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bankother Recipient, as the case may be, of making making, converting into, continuing or maintaining its LIBOR Loans or Commitment or of issuing issuing, maintaining or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bankother Recipient, as the case may be, in connection with such LIBOR LoansLoan, or Commitment, Facility Letters of Credit LCs or participations therein, and (B) such Lender or the applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within 15 30 days after of demand by such Lender or the Issuing Bankother Recipient, as the case may be, the relevant Borrower shall pay such Lender or the Issuing Bankother Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, other Recipient for such increased cost or reduction in amount received, provided that the relevant Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects If any Lender Change in Law, (i) Subjects the Agent, any Bank, any LC Issuer or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge, withholding levy, imposts, deduction, assessment or fee on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes, and (C) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations thereinOther Taxes), or (bii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to LIBOR AdvancesRegulation D)), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation or the Issuing Bank of making, continuing, converting into, funding or maintaining its LIBOR Loans, or of issuing or participating Credit Extensions (including any participations in Facility Letters of CreditLCs), or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Credit Extensions (including any participations in Facility Letters of Credit or participations therein, LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of its Outstanding Credit or participations therein held Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or such LC Issuer, or (iv) affects the Issuing Bank as the case may beamount of capital or liquidity required or expected to be maintained by any Bank, and the result of any of the foregoing would be to increase the cost to such Lender LC Issuer or any applicable Lending Installation or the Issuing Bankany corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the case may be, amount of making capital or maintaining liquidity required is increased by or based upon the existence of this Agreement or its LIBOR Loans or Commitment obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinthis type, then, within 15 upon presentation by the Agent, such Bank or such LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent, such Bank or such LC Issuer for the period of up to ninety (90) days after demand by prior to the date on which such Lender certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent, such Bank or the Issuing Banksuch LC Issuer, as the case may beapplicable, in light of such circumstances, the Borrower Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for its own account or for the account of the Agent, such Lender Bank or the Issuing Banksuch LC Issuer, as applicable, the case specified amounts set forth on such certificate. The Agent, affected Bank or LC Issuer, as applicable, shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent, an affected Bank or LC Issuer, as applicable, may bedeliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent, any Bank and any LC Issuer may make such reasonable estimates, assumptions, allocations and the like that the Agent, such additional amount Bank or amounts as will compensate such Lender or the Issuing BankLC Issuer, as applicable, in good faith determines to be appropriate, and the case may beAgent’s, for such increased cost Bank’s or reduction such LC Issuer’s selection thereof in amount receivedaccordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank or LC Issuer shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. (a) If, on or after the date of this Agreementhereof, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation or the Issuing Bank Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects shall subject any Lender (or any applicable its Lending Installation or the Issuing Bank Office) to any Taxestax, duty or other charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any applicable Lending Installation other amounts due under this Agreement or the Issuing Bank any other Loan Document in respect of its LIBOR Eurodollar Loans, Facility Letters Letter(s) of Credit or participations Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or on the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining affecting its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters its Notes, its Letter(s) of Credit, or reduces its participation in any amount receivable by thereof, any Lender Reimbursement Obligation owed to it, or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR obligation to make Eurodollar Loans, Facility Letters or to issue a Letter of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, participate therein; and the result of any of the foregoing would be is to increase the cost to such Lender (or applicable its Lending Installation or the Issuing Bank, as the case may be, Office) of making or maintaining its LIBOR Loans or Commitment or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility Letters of Credit therein, or to reduce the return amount of any sum received or receivable by such Lender (or applicable its Lending Installation Office) under this Agreement or the Issuing Bankunder any other Loan Document with respect thereto, as the case may be, in connection with by an amount deemed by such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender to be material, then, within 15 days after demand by such Lender or (with a copy to the Issuing Bank, as the case may beAgent), the Borrower shall be obligated to pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction reduction. (b) If, after the date hereof, any Lender or the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount receiveddeemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder shall be presumptively correct, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (a) subjects any Lender or Lender, any applicable Lending Installation Installation, any Issuing Bank or the Issuing Bank Administrative Agent to any TaxesTaxes on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein), or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurodollar Rate Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, L/C Interests or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the any Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit Loans or participations thereinL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or the any Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such Issuing Bank Bank, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, applicable Lending Installation Installation, such Issuing Bank or the Issuing Bank, as the case may be, Administrative Agent of making or maintaining its LIBOR Loans Loans, L/C Interests or Revolving Loan Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or Lender, applicable Lending Installation Installation, such Issuing Bank or the Issuing Bank, as the case may be, Administrative Agent in connection with such LIBOR Loans, L/C Interests or Revolving Loan Commitment, Facility Letters of Credit or participations therein, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may bePerson, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Person such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Person for such increased cost or reduction in amount received. Notwithstanding the foregoing provisions of this ‎Section 4.01, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this ‎Section 4.01 within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 180 days before the date on which such Lender notifies the Borrower of such event or circumstance. Notwithstanding the above, a Lender will not be entitled to demand compensation under this ‎Section 4.01 at any time if it is not the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender)), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Lender Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which the applicable Lender (or the Issuing Bank with any request its holding company or directive (whether or not having the force of lawsuch Lending Installation) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advancesoperates), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.,

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or any other Change: (ai) subjects subject any Lender or the Administrative Agent to any applicable Lending Installation tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender's Commitment, a Facility Letter of Credit or the Issuing Bank to any Taxes, or changes the basis of taxation of payments Loans (other than with respect to for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or (ii) to impose on any Lender or any applicable Lending Installation Issuing Bank or the Issuing Bank in respect of its LIBOR LoansLondon interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Facility Letters Letter of Credit or participations participation therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Rate Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Rate Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankInstallation, as the case may be, of making or maintaining its LIBOR Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit Revolving Commitment, if any, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Rate Loans or Revolving Commitment, Facility Letters of Credit or participations therein, then, within 15 days after of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or the Issuing Bank, as the case may be(iii) above, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, If the adoption or change of any law or any governmental or quasi-governmental LAW, rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authorityGOVERNMENTAL AUTHORITY, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LENDER with any request or directive (whether or not having the force of law) of any such authorityGOVERNMENTAL AUTHORITY, central bank bank, or comparable agency: agency or any REGULATORY CHANGE after the date of CLOSING: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank such LENDER to any Taxestax, duty, or other charge with respect to any LOAN or NOTE, or changes the basis of taxation of payments any amounts payable to such LENDER under this AGREEMENT or any NOTE in respect of any LOAN or otherwise with respect to any OBLIGATIONS (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or taxes imposed on the Issuing Bank overall net income of such LENDER by the jurisdiction in respect of which such LENDER has its LIBOR Loans, Facility Letters of Credit or participations therein, or principal office); (b) imposes or increases imposes, modifies, or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit such LENDER, including the applicable LOANS extended by, any Lender by such LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to such LENDER; or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes on such LENDER or the applicable interbank market any other condition the result of which is to increase the cost to any Lender affecting this AGREEMENT or any applicable Lending Installation NOTE or any OBLIGATION or any of such extensions of credit or liabilities or commitments or the Issuing Bank costs of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable deposits maintained by any Lender LENDER in obtaining funds to carry any of the LOANS or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, OBLIGATIONS; and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or LENDER of the Issuing Bankmaking, as the case may beconverting into, of making continuing, or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit any LOAN or to reduce the return any yield or sum received or receivable by such Lender LENDER under this AGREEMENT or applicable Lending Installation any NOTE with respect to any LOAN or other OBLIGATION, then the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower BORROWER shall pay to such Lender or the Issuing Bank, as the case may be, LENDER on demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LENDER for such increased cost or reduction in amount receivedreduction.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any of the Lender therewith, or applicable Lending Installation or Regulation D of the Issuing Bank with any request or directive (whether or not having Board of Governors of the force of law) of any such authority, central bank or comparable agency:Federal Reserve System, (a1) subjects the Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of the Lender or any applicable Lending Installation or the Issuing Bank to any Taxesbranch profits taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any the Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations thereinother amounts due it hereunder, or (b2) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesLibor Loans), or (c3) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, advances or reduces any amount receivable by any the Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinadvances, or requires any the Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein advances held or interest or LC Fees received by it, by an amount deemed material by such the Lender, or (4) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Issuing Bank as the case may be, Lender and the result Lender determines the amount of any capital required is increased by or based upon the existence of the foregoing would be this Agreement or its obligation to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR make Loans or Commitment hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinthis type, then, within 15 days after three (3) Business Days of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall agrees to pay the Lender that portion of such Lender or the Issuing Bankincreased expense incurred (including, as in the case may beof clause (d), such additional any reduction in the rate of return on capital to an amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, below that which it could have achieved but for such increased cost law, rule, regulation, policy, guideline or directive and after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount receivedreceived which the Lender determines is attributable to making, funding and maintaining the Loans.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or, (cii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Loans, Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Loans, Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable, or (iii) subjects the Issuing Bank as Agent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the case may beforegoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes), and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person in connection with such LIBOR Loans, Loans or Commitment, or Facility Letters of Credit or LCs (including participations therein), then, within 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by such Lender or the Issuing Bank, as the case may bePerson, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Person such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Person for such increased cost or reduction in amount received; provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person then reasonably determines to be relevant.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or ----------------- quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether ----- or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any such authority, central bank or comparable agency:Lender therewith, (ai) subjects any Lender (each reference in this Section 3.1 to a Lender ----------- being in its capacity as a Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, orprovided however that this clause (i) shall not apply with respect ---------- to any Taxes to which Section 2.10(E) applies, or ---------------- (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, L/C Interests or the Issuing Bank Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to LIBOR AdvancesEurodollar Rate or Korean Eurodollar Rate), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Eurodollar Loans, Facility Korean Eurodollar Loans, Korean Won Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Company of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 3.5, the Borrower Company shall pay or cause the appropriate Subsidiary to pay ------------ such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this AgreementRestatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or, (b) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurocurrency Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurocurrency Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Loans, Eurocurrency Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which a Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 14(d) below), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR LoansCommitment, Facility Letters of Credit Advances or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances)) with respect to its Advances or Commitment, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, the Advances or of issuing or participating in Facility Letters of Credit, the Commitment or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit Advances or participations thereinthe Commitment, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Advances or participations therein Commitment held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Advances or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 14(e), the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Advances and its Commitment.

Yield Protection. If, on or after the date of this AgreementRestatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or, (b) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurocurrency Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurocurrency Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Loans, Eurocurrency Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) If any Change in Law, (i) subjects any Lender Bank or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge, withholding levy, imposts, deduction, assessment or fee on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes, and (C) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations thereinOther Taxes), or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, by any Lender Bank or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to LIBOR AdvancesRegulation D)), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of CreditAdvances, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, Advances or requires any Lender Bank or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of its Outstanding Credit or participations therein held Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank, or (iv) affects the amount of capital required or the Issuing expected to be maintained by any Bank as the case may be, and the result of or any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or any corporation controlling any Bank and such Bank determines the Issuing Bank, as amount of capital required is increased by or based upon the case may be, existence of making this Agreement or maintaining its LIBOR Loans or Commitment obligation to make Advances hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinthis type, then, within 15 days after demand upon presentation by such Lender or Bank to the Issuing BankCompany of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, as the case may beto be sufficient to compensate such Bank in light of such circumstances, the Borrower Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for the account of such Lender or Bank the Issuing Bank, as specified amounts set forth on such certificate. The affected Bank shall deliver to the case may be, such additional amount or amounts as will compensate such Lender or Company and the Issuing Bank, as Agent a certificate setting forth the case may be, for basis of the claim and specifying in reasonable detail the calculation of such increased cost expense, which certificate shall be prima facie evidence as to such increase and such amounts. An affected Bank may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank may make such reasonable estimates, assumptions, allocations and the like that such Bank in good faith determines to be appropriate, and such Bank’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank shall be entitled to demand compensation or reduction in amount receivedbe compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Bank first notified the Company of the occurrence of the event entitling such Bank to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (aA) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (aA) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrowers), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansits Revolving Loan Commitment, Facility Letters of Credit Loans or participations therein the L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit Credit, or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower Company shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) adopted after the date of this Agreement or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(e)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (b) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, or (c) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansRevolving Loan Commitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (aA) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansits Revolving Loan Commitment, Facility Letters of Credit Loans or participations therein the L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the applicable Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided that such Lender shall only require such payment from the applicable Borrower to the extent such Lender is requiring such payments from other borrowers of comparable creditworthiness as the Company.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Eurodollar Loans Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LC or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 30 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (b) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, or (c) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansRevolving Loan Commitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or (a) If after the date of this AgreementEffective Date, the adoption of any law Law or bank regulatory guideline or any governmental amendment or quasi-governmental rulechange in the administration, regulationinterpretation or application of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, policyinterpretation or application thereof, guideline or the compliance with any directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Law): (ai) subjects any Lender shall impose, modify or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender Indemnified Party or shall impose on any applicable Lending Installation Indemnified Party or on the United States market for certificates of deposit or the Issuing Bank (London interbank market any other than reserves and assessments taken into account similar condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in determining respect of this Agreement, the interest rate applicable to LIBOR Advances)other Transaction Documents, the ownership, maintenance or financing of the Offered Notes; or (cii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the result foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of which is the Offered Notes, or, other than Excluded Taxes, payments of amounts due hereunder or its obligation to increase advance funds hereunder or otherwise in respect of this Agreement, the cost to any Lender other Transaction Documents, the ownership, maintenance or any applicable Lending Installation or financing of the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may beOffered Notes, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return amount of any sum received or receivable by such Lender Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or applicable Lending Installation or financing of the Issuing BankOffered Notes, as the case may beReceivables, in connection with the obligations hereunder, the funding of any purchases hereunder by an amount deemed by such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinIndemnified Party to be material, then, within 15 days on the next succeeding Distribution Date after written demand by such Lender or the Issuing Bank, as the case may beIndemnified Party, the Borrower Transferor shall pay to such Lender or the Issuing Bank, as the case may be, Investor such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Indemnified Party for such increased cost or reduction reduction. (b) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount receiveddeemed by such Indemnified Party to be material, then on the next succeeding Distribution Date after written demand by such Indemnified Party, the Transferor shall pay to such Investor such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. (c) After learning of any event occurring after the date hereof which will entitle an Indemnified Party to compensation pursuant to this Article V, the applicable Investor shall notify the Transferor in writing. A notice by such Investor or the applicable Indemnified Party claiming compensation under this Section and setting forth in reasonable detail an explanation therefor and a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Investor or any applicable Indemnified Party may use any reasonable averaging and attributing methods and shall describe such methods in reasonable detail in any notice to the Transferor seeking compensation pursuant to this Article V.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation banking address or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of LC Issuer regarding its LIBOR Loans, Facility Letters of Credit Eurodollar Loans or participations thereinin Eurodollar Advances, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Lender, the interbank eurocurrency deposit market or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation Lender, the interbank eurocurrency deposit market or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation Lender, the interbank eurocurrency deposit market or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, be and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation Lender, the interbank eurocurrency deposit market or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender the Administrative Agent or the Issuing BankLC Issuer, as the case may be, the Borrower shall Borrowers will pay the Administrative Agent for the account of such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:L/C Issuer therewith, (a) subjects any Lender or the L/C Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower or TLGI or any other Person obligated hereunder to any Lender or the L/C Issuer (excluding taxation of the overall net income of any Lender or the L/C Issuer or any applicable Lending Installation or other taxes in lieu of such taxes imposed by the Issuing Bank to United States or any Taxesjurisdiction in which such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank L/C Issuer in respect of its LIBOR LoansRevolving Loan, Facility Letters of Credit L/C Interests, L/C Obligations or participations therein, other amounts due it hereunder; or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the L/C Issuer or any applicable Lending Installation or the Issuing Bank Installation, (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), ; or (c) imposes any other condition the result of which is to increase the cost to any Lender or the L/C Issuer or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, loans or of issuing or participating in Facility Letters letters of Credit, credit or reduces any amount receivable by any Lender or the L/C Issuer or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters loans or letters of Credit or participations thereincredit, or requires any Lender or the L/C Issuer or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansloans or letters of credit held, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing BankL/C Issuer, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, ; then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beL/C Issuer, the Borrower Borrowers shall pay such Lender or the Issuing Bank, as the case may be, L/C Issuer that portion of such additional increased expense incurred or reduction in an amount or amounts as will compensate received which such Lender or the Issuing BankL/C Issuer determines is attributable to making, as funding and maintaining its Revolving Loans, L/C Interests, the Letters of Credit, the L/C Obligations and its Commitment (and in the case may beof the L/C Issuer, for such increased cost or reduction in amount receivedits commitment to issue Letters of Credit).

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencytherewith: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Loans) with respect to its Loans, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, the Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, Loans or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 3.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, If the adoption or change of any law or any governmental or quasi-governmental LAW, rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authorityGOVERNMENTAL AUTHORITY, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LENDER with any request or directive (whether or not having the force of law) of any such authorityGOVERNMENTAL AUTHORITY, central bank bank, or comparable agency: agency or any REGULATORY CHANGE after the date of CLOSING: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LENDER to any Taxestax, duty, or other charge with respect to the LOAN, or changes the basis of taxation of payments any amounts payable to the LENDER under this AGREEMENT or otherwise with respect to any OBLIGATIONS (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or taxes imposed on the Issuing Bank overall net income of the LENDER by the jurisdiction in respect of which the LENDER has its LIBOR Loans, Facility Letters of Credit or participations therein, or principal office); (b) imposes or increases imposes, modifies, or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit the LENDER, including the LOAN, extended by, any Lender by the LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to the LENDER; or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes on the LENDER or the applicable interbank market any other condition the result of which is to increase the cost to any Lender affecting this AGREEMENT or any applicable Lending Installation OBLIGATION or any of such extensions of credit or liabilities or commitments or the Issuing Bank costs of making, funding or maintaining its LIBOR Loans, or of issuing or participating deposits maintained by the LENDER in Facility Letters of Credit, or reduces any amount receivable by any Lender obtaining funds to carry the LOAN or any applicable Lending Installation or of the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, other OBLIGATIONS; and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLENDER of the making, as the case may beconverting into, of making continuing, or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit the LOAN or other OBLIGATIONS or to reduce any yield or sum received or receivable by the return received by LENDER under this AGREEMENT with respect to any LOAN or other OBLIGATION, then the BORROWERS, jointly and severally, agree to pay to the LENDER on demand such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LENDER for such increased cost or reduction reduction. If the LENDER claims compensation under this Section, the LENDER shall furnish to the BORROWERS a statement setting forth the reason and the additional amount or amounts to be paid to the LENDER hereunder which shall be conclusive in amount receivedthe absence of manifest error. In determining such amount, the LENDER may use any reasonable averaging and attribution methods.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding funding, converting to, continuing or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making making, converting to, continuing or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 fifteen days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (aA) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrower), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Term Loan Commitment, Loans, Facility Letters of Credit or participations thereinother amounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Term Loan Commitment or Loans, or (cC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR LoansTerm Loan Commitment, or of issuing or participating in Facility Letters of Creditthe Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR its Term Loan Commitment or Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans or Term Loan Commitment or of issuing or participating in Facility Letters of Credit Loans, or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, and its Term Loan Commitment; provided, however, that the Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by the Bank or any Lender or applicable Lending Installation or the Issuing Bank Participant with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (aA) subjects any Lender the Bank or any applicable Lending Installation or the Issuing Bank Participant to any Taxestaxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxestaxes imposed on the overall net income of the Bank or such Participant) to any Lender the Bank or any applicable Lending Installation or the Issuing Bank Participant in respect of its LIBOR Loans, Facility Letters of Credit the Loan or participations therein, ; or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), Participant; or (cC) imposes any other condition the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or Participant of issuing or participating in Facility Letters of Creditthe Loan, or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation or the Issuing Bank Participant in connection with its LIBOR Loans, Facility Letters of Credit the Loan or participations therein, or requires any Lender the Bank or any applicable Lending Installation or the Issuing Bank Participant to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit the Loan or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by the Bank or such Lender or the Issuing Bank Participant, as the case may be, and the result of any of the foregoing would be is to increase the cost to the Bank or such Lender or applicable Lending Installation or the Issuing BankParticipant, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit the Loan or to reduce the return received by the Bank or such Lender or applicable Lending Installation or the Issuing BankParticipant, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit the Loan or participations therein, then, within 15 fifteen (15) days after demand by such Lender or the Issuing Bank, as the case may be, the Borrower Authority shall pay such Lender or the Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate the Bank or such Lender or the Issuing BankParticipant, as the case may be, for such increased cost or reduction in amount received, but solely from Senior Pledged Revenue.

Yield Protection. (a) If, on or after the date of this Agreementhereof, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation or the Issuing Bank Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation or the Issuing Bank Office) to any Taxestax, duty or other charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any applicable Lending Installation other amounts due under this Agreement or the Issuing Bank any other Loan Document in respect of its LIBOR Eurodollar Loans, Facility Letters Letter(s) of Credit or participations Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or on the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining affecting its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters its Notes, its Letter(s) of Credit, or reduces its participation in any amount receivable by thereof, any Lender Reimbursement Obligation owed to it, or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR obligation to make Eurodollar Loans, Facility Letters or to issue a Letter of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, participate therein; and the result of any of the foregoing would be is to increase the cost to such Lender (or applicable its Lending Installation or the Issuing Bank, as the case may be, Office) of making or maintaining its LIBOR Loans or Commitment or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility Letters of Credit therein, or to reduce the return amount of any sum received or receivable by such Lender (or applicable its Lending Installation Office) under this Agreement or the Issuing Bankunder any other Loan Document with respect thereto, as the case may be, in connection with by an amount deemed by such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender to be material, then, within 15 days after demand by such Lender or (with a copy to the Issuing Bank, as the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount receiveddeemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender shall act in a nondiscriminatory manner and may use any reasonable averaging and attribution methods.

Yield Protection. If, on or If after the date of this Agreement, the adoption of Agreement any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender Bank or any applicable Lending Installation or the Issuing Bank LC Issuer with any of the foregoing, (i) subjects any Bank, any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Company (excluding taxation of the overall net income of any Bank, any applicable Lending Installation or the LC Issuer), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation Bank or the Issuing Bank LC Issuer in respect of its LIBOR Loans, Facility Letters of Credit LCs or participations thereintherein or other amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Bank, any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Bank, any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, LCs or reduces any amount receivable by any Lender or Bank, any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or Bank, any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the Issuing Bank as LC Issuer, or (iv) affects the case may beamount of capital required or expected to be maintained by any Bank, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer or any corporation controlling any Bank or the LC Issuer and such Bank or the LC Issuer, as the case may be, determines the amount of making capital required is increased by or maintaining based upon the existence of this Agreement or its LIBOR obligation to make Loans hereunder or Commitment to issue or participate in Facility LCs hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received this type, then, within 15 days of demand by such Lender or applicable Lending Installation Bank or the Issuing BankLC Issuer, the Company shall pay such Bank or the LC Issuer, as the case may be, that portion of such increased expense incurred (including, in connection with the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it or such LIBOR LoansLending Installation or corporation could have achieved but for such law, Commitmentrule, Facility Letters of Credit regulation, policy, guideline or participations therein, then, within 15 days directive and after demand by taking into account such Lender Bank’s or the Issuing Bank, LC Issuer’s policies as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost to capital adequacy) or reduction in an amount receivedreceived which such Bank or the LC Issuer determines is attributable to making, funding and maintaining its Loans and/or issuing or participating in Facility LCs and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding any taxes imposed on, or based on, or determined by reference to the net income of any Lender or applicable Lending Installation, including, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations therein, orother amounts due it hereunder (except for Excluded Taxes), (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurodollar Rates), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment; provided, however, that the Issuing BankBorrower shall not be required to increase any such amounts payable to any Lender (i) if such Lender fails to comply with the requirements of Section 2.19 hereof or (2) to the extent that such Lender determines, as in its sole reasonable discretion, that it can, after notice from the case may beBorrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless the Borrower agrees to bear such additional amount costs or amounts as will compensate expenses) or other disadvantages or risks (economic or otherwise) to such Lender or the Issuing BankAgent. If any Lender receives a refund in respect of any tax for which such Lender has received payment from the Borrower hereunder, such Lender shall promptly notify the Borrower of such refund and such Lender shall repay the amount of such refund to the Borrower, provided that the Borrower, upon the request of such Lender, agrees to return such refund (plus any penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund. The determination as the case may be, for to whether any Lender has received a refund shall be made by such increased cost or reduction in amount receivedLender and such determination shall be conclusive absent manifest error.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw shall: (ai) subjects any Lender impose, modify or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), orIssuer; (cii) imposes any other condition the result of which is to increase the cost to impose on any Lender or any applicable Lending Installation Issuer or the Issuing Bank of making, funding London interbank market any other condition affecting this Agreement or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Taxes described in clauses (c) and (d) of the Issuing Bank as the case may be, definition of Excluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing would shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Company will pay (or cause the applicable Lending Installation Borrower to pay) to such Lender, such Issuer or the Issuing Banksuch other Recipient, as the case may be, of making such additional amount or maintaining its LIBOR Loans amounts as will compensate such Lender, such Issuer or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bankother Recipient, as the case may be, for such additional costs incurred or reduction suffered, so long as such Lender’s, Issuer’s or other Recipient’s demand for such payment is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(a) and is accompanied by a certificate complying with Section 3.1(c). (b) If any Lender or any Issuer determines that any Change in connection with Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such LIBOR LoansLender’s or such Issuer’s capital or on the capital of such Lender’s or such Issuer’s holding company, Commitmentif any, Facility as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or participations thereinthe Letters of Credit issued by such Issuer, then, within 15 days after demand by to a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuer’s policies and the Issuing Bankpolicies of such Lender’s or such Issuer’s holding company with respect to capital adequacy and liquidity), as then from time to time the case may be, Company will pay (or cause the applicable Borrower shall pay to pay) to such Lender or the Issuing Banksuch Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered, so long as such Lender’s or Issuer’s demand is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(b) and is accompanied by a certificate complying with Section 3.1(c). (c) A certificate of a Lender or an Issuer setting forth a reasonably detailed calculation of the Issuing Bankamount or amounts necessary to compensate such Lender or such Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent demonstrable error. The Company shall pay (or cause the applicable Borrower to pay) such Lender or such Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or any Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuer’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or an Issuer pursuant to this Section for any increased costs, reductions or other amounts incurred or made more than 90 days prior to the date that such Lender or such Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased cost costs, reductions or reduction other amounts and of such Lender’s or such Issuer’s claim for compensation therefor; provided further that, if the Change in amount receivedLaw giving rise to such increased costs, reductions or other amounts is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation and any state taxation based on the income of any Lender assessed by the State in which the Lender maintains its principal office), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 3.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. A certificate as to an additional amount payable to any Lender or the Issuing Bank, as Agent under this Section 3.1 submitted to the case may be, such additional amount or amounts as will compensate Borrower and the Agent (if a Lender is so submitting) by such Lender or the Issuing BankAgent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, as the case may beabsent manifest error, for such increased cost or reduction in amount receivedbe final, conclusive and binding upon all parties hereto.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, duties, charges or withholdings on or from payments due from the Borrowers, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrowers of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitments.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Fixed Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Fixed Rate Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Fixed Rate Loans, Facility Letters of Credit or participations therein held or interest or LC Facility Letter of Credit Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Fixed Rate Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 30 days after of demand by such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“Xxxx-Xxxxx”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank Recipient to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of on its LIBOR Loans, Facility Letters of Credit Loan principal, Commitments, or participations thereinother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Installation, or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation maintaining its Commitment or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to its Commitment or the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and (A) the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bankother Recipient, as the case may be, of making making, converting into, continuing or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit maintaining or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bankother Recipient, as the case may be, in connection with such LIBOR LoansLoan, or Commitment, Facility Letters of Credit and (B) such Lender or participations thereinthe applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within 15 30 days after of demand by such Lender or the Issuing Bankother Recipient, as the case may be, the Borrower shall pay such Lender or the Issuing Bankother Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, other Recipient for such increased cost or reduction in amount received, provided that the Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ai) subjects any Lender or Lender, any applicable Lending Installation Installation, any Issuing Bank or the Issuing Bank Administrative Agent to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein), or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, L/C Interests or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the any Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit Loans or participations thereinL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or the any Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such Issuing Bank Bank, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, applicable Lending Installation Installation, such Issuing Bank or the Issuing Bank, as the case may be, Administrative Agent of making or maintaining its LIBOR Loans Loans, L/C Interests or Revolving Loan Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or Lender, applicable Lending Installation Installation, such Issuing Bank or the Issuing Bank, as the case may be, Administrative Agent in connection with such LIBOR Loans, L/C Interests or Revolving Loan Commitment, Facility Letters of Credit or participations therein, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may bePerson, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Person such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Person for such increased cost or reduction in amount received. Notwithstanding the foregoing provisions of this Section 4.1, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.1 within ninety (90) days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is ninety (90) days before the date on which such Lender notifies the Borrower of such event or circumstance.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (aA) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by such Borrower), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansits Revolving Loan Commitment, Facility Letters of Credit Loans or participations therein the L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such Lender or the Issuing Bankpursuant to Section 4.5, as the case may be, the such Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided, however, that such Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation Installation, or (b) subject any Lender or the Issuing Bank Administrative Agent to any Taxes (other than reserves (i) Indemnified Taxes, (ii) Taxes described in parts (b) through (c) of the definition of Excluded Taxes and assessments taken into account in determining the interest rate applicable to LIBOR Advances)(iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of CreditAdvances, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinAdvances, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansAdvances, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may beInstallation, of making or maintaining its LIBOR Loans Advances or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may beInstallation, in connection with such LIBOR Loans, Advances or Commitment, Facility Letters of Credit or participations therein, then, within 15 30 days after of written demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, except as set forth in Section 3.01(b), this Section 3.01 shall not apply to any tax-related matters.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or of the Issuing Bank Lenders with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencysuch: (ai) subjects any Lender or any applicable Lending Installation or of the Issuing Bank Lenders to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of the Lenders), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any such Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit loans or participations therein, Advances or other amounts due it hereunder; or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or of the Issuing Bank Lenders (other than reserves and assessments the Reserve Requirement, to the extent it is taken into account in determining the interest rate applicable to LIBOR Rate Advances), ; or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, loans or of Advances hereunder or issuing or participating in Facility Letters of Credit, Credit or maintaining participations therein or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loanssuch loans, Facility Advances or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender; or (iv) affects the amount of capital required or expected to be maintained by any Lender or the Issuing Bank as the case may be, any corporation controlling any Lender and the result of any of the foregoing would be to increase the cost to such Lender determines the amount of capital required is increased by or applicable Lending Installation based upon the existence of this Agreement or the Issuing Bank, as the case may be, of making its obligation to make loans or maintaining its LIBOR Loans Advances or Commitment or of issuing or participating in Facility issue Letters of Credit hereunder or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, commitments of this type; then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bankthat portion of such increased expense incurred (including, as in the case may beof the preceding clause (iv), such additional any reduction in the rate of return on capital to an amount or amounts as will compensate below that which such Lender or the Issuing Bank, as the case may be, could have achieved but for such increased cost change in regulation after taking into account such Lender's policies as to capital adequacy) or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its loans and Advances hereunder.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Revolving Loan Commitment, Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (b) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, or (c) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Revolving Loan Commitment, the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR LoansRevolving Loan Commitment, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or (which term, for the Issuing Bank with any request or directive (whether or not having purposes of this Article III, shall be deemed to include the force of lawIssuer in such capacity) of any such authority, central bank or comparable agency:therewith, (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Tax on or from payments due from any Borrower (excluding Excluded Taxes, ) or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Loans or Facility Letters of Credit (or participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, issuing, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Revolving Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Lender Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which the applicable Lender (or the Issuing Bank with any request its holding company or directive (whether or not having the force of lawsuch Lending Installation) of any such authority, central bank or comparable agency:operates), (ai) subjects the Global Administrative Agent, any Lender or any applicable Lending Installation or the Issuing Bank to any TaxesTaxes on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Indemnified Taxes, (B) Excluded Taxes, and (C) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, orOther Taxes), (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable with respect to LIBOR Advances)its Fixed Rate Loans, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankPerson of making, as the case may be, of making renewing or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the Issuing BankPerson pursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for Person that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Person determines is necessary to compensate such Person for such additional costs incurred or reduction suffered as reasonably determined by such Person (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant).

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-quasi- ---------------- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive therewith, (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrowers (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, or L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrowers of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 3.5, the Borrower ----------- Borrowers shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank any Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch Issuer, as the case may be, of making or maintaining its LIBOR Loans or Commitment Eurodollar Loans, Commitment, or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 3 days after of demand by such Lender or the Issuing Banksuch Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Banksuch Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch Issuer, as the case may be, for such increased cost or reduction in amount received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (A) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (B) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation. (b) Borrower may, if obligated to make a payment under this Section 3.1, require the Lender(s) collecting such payment to (i) to the extent reasonably possible, change its Lending Installation to a different location so as to minimize such payment obligation, so long as such designation would not, in the judgment of such Lender, result in an increase in costs to such Lender or would otherwise be disadvantageous to such Lender, or (ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent in accordance with Section 12.3.

Yield Protection. If, on or after the date of this Agreement, the there occurs any adoption of or change in any law or any law, governmental or quasi-governmental rule, regulation, policy, guideline guideline, interpretation, or directive (whether or not having the force of law), ) or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (any of the foregoing, a “Change in Law”) which: (ai) subjects any Lender or any applicable Lending Installation Installation, the Issuing Bank, or the Issuing Bank Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or any applicable Lending Installation other obligations, or the Issuing Bank in respect of its LIBOR Loansdeposits, Facility Letters of Credit reserves, other liabilities or participations thereincapital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurodollar Loans), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person in connection with such LIBOR Loans, Loans or Commitment, Facility Letters of Credit or participations therein, then, within 15 fifteen (15) days after demand by such Lender or the Issuing Bank, as the case may bePerson, the Borrower shall pay such Lender or the Issuing BankPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the Original Closing Date and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the Original Closing Date), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) to the extent not otherwise covered pursuant to the provisions of SECTION 2.12(e), subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or Agent, as the case may be, is organized), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, oror 397909 Execution Copy 39 (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to SECTION 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank any Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch Issuer, as the case may be, of making or maintaining its LIBOR Loans or Commitment Eurodollar Loans, Commitment, or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 10 days after of demand by such Lender or the Issuing Banksuch Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Banksuch Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch Issuer, as the case may be, for such increased cost or reduction in amount received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (A) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (B) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation. (b) Borrower may, if obligated to make a payment under this Section 3.1, require the Lender(s) collecting such payment to (i) to the extent reasonably possible, change its Lending Installation to a different location so as to minimize such payment obligation, so long as such designation would not, in the judgment of such Lender, result in an increase in costs to such Lender or would otherwise be disadvantageous to such Lender, or (ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent in accordance with Section 12.3.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or any other Change: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR SOFR Loans, Facility Letters of Credit or participations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR SOFR Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR SOFR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR SOFR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR SOFR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankInstallation, as the case may be, of making or maintaining its LIBOR SOFR Loans or Commitment Commitments, if any, or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR SOFR Loans, CommitmentCommitments, Facility Letters of Credit or participations therein, then, within 15 days after of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or the Issuing Bank, as the case may be(iii) above, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, If the adoption of or change in any law or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, and regardless if adopted or changed after the Agreement Execution Date), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or therewith, including, without limitation, the Issuing Bank with adoption after the Agreement Execution Date of any request rule, regulation, policy, guideline or directive promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (whether or not having the force of law) of any such authoritycollectively, central bank or comparable agency:“Change in Law”): (ai) subjects the Administrative Agent, any Lender or any applicable Lending Installation or the Issuing Bank Office to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or changes the basis of taxation of payments withholdings, and all liabilities with respect thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable to any Lender making, funding or any applicable Lending Installation maintaining its Borrowings or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations thereinRevolving Commitment, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank Office (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurocurrency Borrowings), or (ciii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation or the Issuing Bank Office of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank Office in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank Office to make any payment calculated by reference to the amount of LIBOR Loansloans held, Facility Letters of Credit issued or participations therein held participated in or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 fifteen (15) days after of demand by the Administrative Agent or such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay the Administrative Agent or such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which the Administrative Agent or such Lender determines is attributable to making, funding and maintaining its Borrowings and its Revolving Commitment.

Yield Protection. If, on or after the date of this AgreementRestatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the Issuing Bank any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Term SOFR Loans, Facility Letters of Credit LCs or participations therein, or, (b) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Term SOFR Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Term SOFR Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Term SOFR Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Term SOFR Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making or maintaining its LIBOR Term SOFR Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Loans, Term SOFR Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing Banksuch LC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Banksuch LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurodollar Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender being in its capacity as a Lender, Alternate Currency Lender, Swing Line Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from either of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any TaxesInstallation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, provided however that this clause (i) shall not apply with respect to any Taxes to which Section 2.14(E) applies, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurocurrency Rate Loans, Alternate Currency Loans, L/C Interests or the Issuing Bank Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to LIBOR AdvancesEurocurrency Rate), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Eurocurrency Rate Loans, Alternate Currency Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, 64 74 Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Alternate Currency Loans, Facility Eurocurrency Rate Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 days after receipt by Brightpoint of written demand by such Lender pursuant to Section 3.5, Brightpoint shall pay or cause the Issuing Bank, as the case may be, the Borrower shall appropriate Subsidiary to pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If(a) If any law, on rule, regulation or guideline, whether or not having the force of law (including any United States or foreign law, rule, regulation or guideline) or the enforcement, interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof shall at any time after the date of this Agreement (A) impose, modify or deem applicable any reserve, special deposit or similar requirement (including pursuant to Regulation D of the Board of Governors of the Federal Reserve System) against credits or commitments to extend credit extended by, or participations therein by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Lender or any Participant (or any Lending Office thereof), or (B) subject credits or commitments to extend credit extended by any Lender or any Participant (or any Lending Office thereof) to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto, or (C) impose on any Lender or any Participant (or any Lending Office thereof) any other or similar condition regarding this Agreement, the adoption commitments or obligations of any law Lender or any governmental Participant (or quasi-governmental any Lending Office thereof) hereunder or the participation of such Participant (or any Lending Office thereof) therein, and the result of any such event shall be to increase the cost to such Lender or such Participant (or such Lending Office thereof) of making, funding or maintaining (or agreeing to make, fund or maintain) its Loans or its commitments or obligations hereunder or its participation therein by an amount which such Lender or such Participant shall in its reasonable judgment deem to be material (which increase in cost shall be the result of the reasonable allocation by such Lender or such Participant, as the case may be, of the aggregate of such cost increases resulting from such events), then, upon demand from such Lender in accordance with Section 3.3(c), the Borrower shall pay to the Administrative Agent (for the account of such Lender or such Participant, as the case may be) from time to time as specified by such Lender (which shall be at least 30 days after the related notice from such Lender or such Participant given pursuant to Section 3.3(c)) additional amounts which shall be sufficient to compensate such Lender or Participant, as the case may be, for such increased cost, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.5(f). (b) If any Lender or any Participant shall have determined in its reasonable judgment that the adoption after the date hereof of any law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital adequacy (including any United States or foreign law, rule, regulation or guideline), or any change in any applicable law, rule, regulation or guideline, as the case may be, or any change in the enforcement or interpretation or administration thereof by any governmental court or quasi-any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable any Participant (or any Lending Installation or the Issuing Bank Office thereof) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender , has or any applicable Lending Installation or would have the Issuing Bank to any Taxes, or changes effect of reducing the basis rate of taxation return on capital of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such Participant or of its bank holding company, if any, as a consequence of the Issuing Bank obligations of such Lender hereunder or under the participation of such Participant therein to a level below that which such Lender, such Participant or such bank holding company could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such Participant, as the case may be, and the result of any of the foregoing would be its bank holding company, if any, with respect to increase the cost to capital adequacy) by an amount deemed by such Lender or applicable Lending Installation such Participant to be material, then upon demand from such Lender in accordance with Section 3.3(c), the Borrower shall pay to the Administrative Agent (for the account of such Lender or the Issuing Banksuch Participant, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or ) from time to reduce the return received time as specified by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 (which shall be at least 30 days after demand by the related notice from such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Participant given pursuant to Section 3.3(c)) such additional amount or amounts as will compensate such Lender Lender, Participant or the Issuing Bankbank holding company, as the case may be, for such increased cost reduction, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.5(f). (c) Each demand by any Lender or reduction any Participant for compensation pursuant to Section 3.3(a) or 3.3(b) shall be made by notice to the Borrower, accompanied by a certificate of such Lender or such Participant, as the case may be, in amount receivedreasonable detail setting forth the computation of such compensation (including the reason therefor), which certificate shall be conclusive, absent manifest error. In determining such amount, such Lender or such Participant may use any reasonable averaging and attribution methods. A copy of any such demand shall be sent to the Administrative Agent concurrently when given to the Borrower. The provisions of this Section 3.3 shall survive termination of this Agreement.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances)Eurocurrency Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR the Loans, the L/C Interests or of issuing or participating in Facility the Letters of Credit, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the Issuing Bank as the case may be, Lender; and the result of any of the foregoing would be is to increase the cost to such that Lender or applicable Lending Installation or the Issuing Bankof making, as the case may be, of making renewing or maintaining its LIBOR Loans Loans, L/C Interests, or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.